THE CORPORATIONS LAW

CHAPTER 2D - OFFICERS AND EMPLOYEES

PART 2D.1 - DUTIES AND POWERS

Division 1 - General duties

SECTION 188   RESPONSIBILITY OF SECRETARIES AND DIRECTORS FOR CERTAIN CONTRAVENTIONS  

188(1)  Secretary's functions.  

A secretary of a company contravenes this subsection if the company contravenes:

(a)  section 142 (requirement for companies to have registered office); or

(b)  section 145 (requirement for registered office of public company to be open to public); or

(c)  section 345 (annual returns); or

(d)  section 205B (lodgment of notices with ASIC).

Note:

See section 203C for the circumstances in which a company must have a secretary.

188(2)  Consequence if director of proprietary company without secretary does not fulfil secretary's function.  

Each director of a proprietary company contravenes this subsection if:

(a)  the proprietary company contravenes section 142, 145, 205B or 345; and

(b)  the proprietary company does not have a secretary when it contravenes that section.

188(3)  Defence.  

A person does not contravene subsection (1) or (2) if they show that they took all reasonable steps to ensure that the company complied with the section.